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                                                                   Exhibit 10.4

                           WELLCARE HEALTH PLANS, INC.
                           2004 EQUITY INCENTIVE PLAN

1. Purpose.

      This plan shall be known as the WellCare Health Plans, Inc. 2004 Equity
Incentive Plan (the "Plan"). The purpose of the Plan shall be to promote the
long-term growth and profitability of WellCare Group, Inc. (to be renamed
WellCare Health Plans, Inc. in connection with the consummation of the initial
public offering of its Common Stock) (the "Company") and its Subsidiaries by (i)
providing certain directors, officers and employees of, and certain other
individuals who perform services for, or to whom an offer of employment has been
extended by, the Company and its Subsidiaries with incentives to maximize
stockholder value and otherwise contribute to the success of the Company and
(ii) enabling the Company to attract, retain and reward the best available
persons for positions of responsibility. Grants of incentive or non-qualified
stock options, stock appreciation rights ("SARs"), either alone or in tandem
with options, restricted stock, performance awards, or any combination of the
foregoing may be made under the Plan.

2. Definitions.

            (a) "Board of Directors" and "Board" mean the board of directors of
the Company.

            (b) "Cause" shall, with respect to any participant, have the
equivalent meaning as the term "cause" or "for cause" in any employment,
consulting, or independent contractor's agreement between the participant and
the Company or any Subsidiary, or in the absence of such an agreement that
contains such a defined term, shall mean the occurrence of one or more of the
following events:

                  (i) Conviction of any felony or any crime or offense lesser
than a felony involving the property of the Company or a Subsidiary; or

                  (ii) Deliberate or reckless conduct that has caused
demonstrable and serious injury to the Company or a Subsidiary, monetary or
otherwise, or any other serious misconduct of such a nature that the
participant's continued relationship with the Company or a Subsidiary may
reasonably be expected to adversely affect the business or properties of the
Company or any Subsidiary; or

                  (iii) Willful refusal to perform or reckless disregard of
duties properly assigned, as determined by the Company; or

                  (iv) Breach of duty of loyalty to the Company or a Subsidiary
or other act of fraud or dishonesty with respect to the Company or a Subsidiary.

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            For purposes of this Section 2(b), any good faith determination of
"Cause" made by the Committee shall be binding and conclusive on all interested
parties.

            (c) "Change in Control" means the occurrence of one of the following
events:

                  (i) if any "person" or "group," as those terms are used in
Sections 13(d) and 14(d) of the Exchange Act or any successors thereto, other
than an Exempt Person, is or becomes the "beneficial owner" (as defined in Rule
13d-3 under the Exchange Act or any successor thereto), directly or indirectly,
of securities of the Company representing more than 50% of either the then
outstanding shares or the combined voting power of the then outstanding
securities of the Company; or

                  (ii) during any period of two consecutive years, individuals
who at the beginning of such period constitute the Board and any new directors
whose election by the Board or nomination for election by the Company's
stockholders was approved by at least two-thirds of the directors then still in
office who either were directors at the beginning of the period or whose
election was previously so approved, cease for any reason to constitute a
majority thereof; or

                  (iii) the consummation of a merger or consolidation of the
Company with any other corporation or other entity, other than (1) a merger with
WellCare Holdings, LLC or (2) a merger or consolidation which would result in
all or a portion of the voting securities of the Company outstanding immediately
prior thereto continuing to represent (either by remaining outstanding or by
being converted into voting securities of the surviving entity) more than 50% of
the combined voting power of the voting securities of the Company or such
surviving entity outstanding immediately after such merger or consolidation; or

                  (iv) the consummation of a plan of complete liquidation of the
Company or an agreement for the sale or disposition by the Company of all or
substantially all the Company's assets, other than a sale to an Exempt Person.

            (d) "Code" means the Internal Revenue Code of 1986, as amended.

            (e) "Committee" means the Compensation Committee of the Board, which
shall consist solely of two or more members of the Board, and each member of the
Committee shall be (i) a "non-employee director" within the meaning of Rule
16b-3 under the Exchange Act, unless administration of the Plan by "non-employee
directors" is not then required in order for exemptions under Rule 16b-3 to
apply to transactions under the Plan, (ii) an "outside director" within the
meaning of Section 162(m) of the Code, unless administration of the Plan by
"outside directors" is not then required in order to qualify for tax
deductibility under Section 162(m) of the Code, and (iii) independent, as
defined by the rules of the New York Stock Exchange or any national securities
exchange on which any securities of the Company are listed for trading, and if
not listed for trading, by the rules of the New York Stock Exchange.

            (f) "Common Stock" means the Common Stock, par value $.01 per share,
of the Company, and any other shares into which such stock may be changed by
reason of a

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recapitalization, reorganization, merger, consolidation or any other change in
the corporate structure or capital stock of the Company.

            (g) "Competition" is deemed to occur if a person whose employment
with the Company or its Subsidiaries has terminated obtains a position as a
full-time or part-time employee of, as a member of the board of directors of, or
as a consultant or advisor with or to, or acquires an ownership interest in
excess of 2% of, a corporation, partnership, firm or other entity that engages,
within the states of Florida, New York, Connecticut, Illinois, Indiana or any
other state in which the Company or any Subsidiary is doing business at the time
of such person's termination of employment, in any business (i) related to the
provision of health insurance, health maintenance organization services and/or
administrative and management services for health maintenance organizations, or
(ii) which otherwise competes with any product or service of the Company or any
Subsidiary.

            (h) "Disability" means a disability that would entitle an eligible
participant to payment of monthly disability payments under any Company
disability plan or any agreement between the eligible participant and the
Company as otherwise determined by the Committee.

            (i) "Exchange Act" means the Securities Exchange Act of 1934, as
amended.

            (j) "Exempt Person" means (i) Soros Private Equity Investors LP,
(ii) any person, entity or group controlled by or under common control with any
party included in clause (i), or (iii) any employee benefit plan of the Company
or any Subsidiary, or a trustee or other administrator or fiduciary holding
securities under an employee benefit plan of the Company or any Subsidiary.

            (k) "Family Member" has the meaning given to such term in General
Instructions A.1(a)(5) to Form S-8 under the Securities Act of 1933, as amended,
and any successor thereto.

            (l) "Fair Market Value" of a share of Common Stock of the Company
means, as of the date in question, the officially-quoted closing selling price
of the stock (or if no selling price is quoted, the bid price) on the principal
securities exchange on which the Common Stock is then listed for trading
(including for this purpose the Nasdaq National Market) (the "Market") for the
applicable trading day or, if the Common Stock is not then listed or quoted in
the Market, the Fair Market Value shall be the fair value of the Common Stock
determined in good faith by the Board; provided, however, that when shares
received upon exercise of an option are immediately sold in the open market, the
net sale price received may be used to determine the Fair Market Value of any
shares used to pay the exercise price or applicable withholding taxes and to
compute the withholding taxes.

            (m) "Good Reason" shall, with respect to any participant, have the
equivalent meaning as the term "good reason" or "for good reason" in any
employment, consulting, or independent contractor's agreement between the
participant and the Company or any Subsidiary, or in the absence of such an
agreement that contains such a defined term, shall mean (i) the assignment to
the participant of any duties materially inconsistent with the participant's
duties or

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responsibilities as assigned by the Company (or a Subsidiary), or any other
action by the Company (or a Subsidiary) which results in a material diminution
in such duties or responsibilities, excluding for this purpose any isolated,
insubstantial and inadvertent actions not taken in bad faith and which are
remedied by the Company (or a Subsidiary) promptly after receipt of notice
thereof given by the participant; (ii) any material failure by the Company (or a
Subsidiary) to make any payment of compensation or pay any benefits to the
participant that have been agreed upon between the Company (or a Subsidiary) and
the participant in writing, other than an isolated, insubstantial and
inadvertent failure not occurring in bad faith and which is remedied by the
Company (or a Subsidiary) promptly after receipt of notice thereof given by the
participant; or (iii) the Company's (or Subsidiary's) requiring the participant
to be based at any office or location outside of fifty miles from the location
of employment or service as of the date of award, except for travel reasonably
required in the performance of the participant's responsibilities.

            (n) "Incentive Stock Option" means an option conforming to the
requirements of Section 422 of the Code and any successor thereto.

            (o) "Non-Employee Director" has the meaning given to such term in
Rule 16b-3 under the Exchange Act and any successor thereto.

            (p) "Non-qualified Stock Option" means any stock option other than
an Incentive Stock Option.

            (q) "Other Company Securities" mean securities of the Company other
than Common Stock, which may include, without limitation, unbundled stock units
or components thereof, debentures, preferred stock, warrants and securities
convertible into or exchangeable for Common Stock or other property.

            (r) "Performance Award" means a right, granted to a participant
under Section 12 hereof, to receive awards based upon performance criteria
specified by the Committee.

            (s) "Retirement" means retirement as defined under any Company
pension plan or retirement program or termination of one's employment on
retirement with the approval of the Committee.

            (t) "Share" means a share of Common Stock that may be issued
pursuant to the Plan.

            (u) "Subsidiary" means a corporation or other entity of which
outstanding shares or ownership interests representing 50% or more of the
combined voting power of such corporation or other entity entitled to elect the
management thereof, or such lesser percentage as may be approved by the
Committee, are owned directly or indirectly by the Company.

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3. Administration.

      The Plan shall be administered by the Committee; provided that the Board
may, in its discretion, at any time and from time to time, resolve to administer
the Plan, in which case the term "Committee" shall be deemed to mean the Board
for all purposes herein. Subject to the provisions of the Plan, the Committee
shall be authorized to (i) select persons to participate in the Plan, (ii)
determine the form and substance of grants made under the Plan to each
participant, and the conditions and restrictions, if any, subject to which such
grants will be made, (iii) certify that the conditions and restrictions
applicable to any grant have been met, (iv) modify the terms of grants made
under the Plan, (v) interpret the Plan and grants made thereunder, (vi) make any
adjustments necessary or desirable in connection with grants made under the Plan
to eligible participants located outside the United States and (vii) adopt,
amend, or rescind such rules and regulations, and make such other
determinations, for carrying out the Plan as it may deem appropriate. Decisions
of the Committee on all matters relating to the Plan shall be in the Committee's
sole discretion and shall be conclusive and binding on all parties. The
validity, construction, and effect of the Plan and any rules and regulations
relating to the Plan shall be determined in accordance with applicable federal
and state laws and rules and regulations promulgated pursuant thereto. No member
of the Committee and no officer of the Company shall be liable for any action
taken or omitted to be taken by such member, by any other member of the
Committee or by any officer of the Company in connection with the performance of
duties under the Plan, except for such person's own willful misconduct or as
expressly provided by statute.

      The expenses of the Plan shall be borne by the Company. The Plan shall not
be required to establish any special or separate fund or make any other
segregation of assets to assume the payment of any award under the Plan, and
rights to the payment of such awards shall be no greater than the rights of the
Company's general creditors.

4. Shares Available for the Plan; Limit on Awards.

      Subject to adjustments as provided in Section 19, the number of Shares
that may be issued pursuant to the Plan as awards shall not exceed in the
aggregate 4,688,532, plus an annual increase to be added on January 1st of each
year, commencing on January 1, 2005 and ending on January 1, 2013 (each such
day, a "Calculation Date"), equal to the lesser of (i) three percent (3%) of the
Shares outstanding on each such Calculation Date (rounded down to the nearest
whole share) or (ii) 1,200,000 Shares. Notwithstanding the foregoing, the Board
may act, prior to the first day of any fiscal year of the Company, to increase
the share reserve by such number of Shares as the Board shall determine, which
number shall be less than the amount described in the foregoing sentence. Such
Shares may be in whole or in part authorized and unissued or held by the Company
as treasury shares. If any grant under the Plan expires or terminates
unexercised, becomes unexercisable or is forfeited as to any Shares, or is
tendered or withheld as to any shares in payment of the exercise price of the
grant or the taxes payable with respect to the exercise, then such unpurchased,
forfeited, tendered or withheld Shares shall thereafter be available for further
grants under the Plan unless, in the case of options granted under the Plan,
related SARs are exercised.

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      Without limiting the generality of the foregoing provisions of this
Section 4 or the generality of the provisions of Sections 3, 6 or 21 or any
other section of this Plan, the Committee may, at any time or from time to time,
and on such terms and conditions (that are consistent with and not in
contravention of the other provisions of this Plan) as the Committee may, in its
sole discretion, determine, enter into agreements (or take other actions with
respect to the options) for new options containing terms (including exercise
prices) more (or less) favorable than the outstanding options.

      In any one calendar year, the Committee shall not grant to any one
participant awards to purchase or acquire a number of Shares in excess of
fifteen percent (15%) of the total number of Shares authorized under the Plan
pursuant to this Section 4.

5. Participation.

      Participation in the Plan shall be limited to those directors (including
Non-Employee Directors), officers (including non-employee officers) and
employees of, and other individuals performing services for, or to whom an offer
of employment has been extended by, the Company and its Subsidiaries selected by
the Committee (including participants located outside the United States).
Nothing in the Plan or in any grant thereunder shall confer any right on a
participant to continue in the employ as a director or officer of or in the
performance of services for the Company or shall interfere in any way with the
right of the Company to terminate the employment or performance of services or
to reduce the compensation or responsibilities of a participant at any time. By
accepting any award under the Plan, each participant and each person claiming
under or through him or her shall be conclusively deemed to have indicated his
or her acceptance and ratification of, and consent to, any action taken under
the Plan by the Company, the Board or the Committee.

      Incentive Stock Options or Non-qualified Stock Options, SARs alone or in
tandem with options, restricted stock awards, performance awards, or any
combination thereof, may be granted to such persons and for such number of
Shares as the Committee shall determine (such individuals to whom grants are
made being sometimes herein called "optionees" or "grantees," as the case may
be). Determinations made by the Committee under the Plan need not be uniform and
may be made selectively among eligible individuals under the Plan, whether or
not such individuals are similarly situated. A grant of any type made hereunder
in any one year to an eligible participant shall neither guarantee nor preclude
a further grant of that or any other type to such participant in that year or
subsequent years.

6. Incentive and Non-qualified Options and SARs.

      The Committee may from time to time grant to eligible participants
Incentive Stock Options, Non-qualified Stock Options, or any combination
thereof; provided that the Committee may grant Incentive Stock Options only to
eligible employees of the Company or its subsidiaries (as defined for this
purpose in Section 424(f) of the Code or any successor thereto). The options
granted shall take such form as the Committee shall determine, subject to the
following terms and conditions.

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      It is the Company's intent that Non-qualified Stock Options granted under
the Plan not be classified as Incentive Stock Options, that Incentive Stock
Options be consistent with and contain or be deemed to contain all provisions
required under Section 422 of the Code and any successor thereto, and that any
ambiguities in construction be interpreted in order to effectuate such intent.
If an Incentive Stock Option granted under the Plan does not qualify as such for
any reason, then to the extent of such non-qualification, the stock option
represented thereby shall be regarded as a Non-qualified Stock Option duly
granted under the Plan, provided that such stock option otherwise meets the
Plan's requirements for Non-qualified Stock Options.

            (a) Price. The price per Share deliverable upon the exercise of each
option ("exercise price") shall be established by the Committee, except that in
the case of the grant of any Incentive Stock Option, the exercise price may not
be less than 100% of the Fair Market Value of a share of Common Stock as of the
date of grant of the option, and in the case of the grant of any Incentive Stock
Option to an employee who, at the time of the grant, owns more than 10% of the
total combined voting power of all classes of stock of the Company or any of its
Subsidiaries, the exercise price may not be less than 110% of the Fair Market
Value of a share of Common Stock as of the date of grant of the option, in each
case unless otherwise permitted by Section 422 of the Code or any successor
thereto.

            (b) Payment. Options may be exercised, in whole or in part, upon
payment of the exercise price of the Shares to be acquired. Unless otherwise
determined by the Committee, payment shall be made (i) in cash (including check,
bank draft, money order or wire transfer of immediately available funds), (ii)
by delivery of outstanding shares of Common Stock with a Fair Market Value on
the date of exercise equal to the aggregate exercise price payable with respect
to the options' exercise, (iii) by simultaneous sale through a broker reasonably
acceptable to the Committee of Shares acquired on exercise, as permitted under
Regulation T of the Federal Reserve Board, (iv) by authorizing the Company to
withhold from issuance a number of Shares issuable upon exercise of the options
which, when multiplied by the Fair Market Value of a share of Common Stock on
the date of exercise, is equal to the aggregate exercise price payable with
respect to the options so exercised or (v) by any combination of the foregoing.

            In the event a grantee elects to pay the exercise price payable with
respect to an option pursuant to clause (ii) above, (A) only a whole number of
share(s) of Common Stock (and not fractional shares of Common Stock) may be
tendered in payment, (B) such grantee must present evidence acceptable to the
Company that he or she has owned any such shares of Common Stock tendered in
payment of the exercise price (and that such tendered shares of Common Stock
have not been subject to any substantial risk of forfeiture) for at least six
months prior to the date of exercise, and (C) Common Stock must be delivered to
the Company. Delivery for this purpose may, at the election of the grantee, be
made either by (A) physical delivery of the certificate(s) for all such shares
of Common Stock tendered in payment of the price, accompanied by duly executed
instruments of transfer in a form acceptable to the Company, or (B) direction to
the grantee's broker to transfer, by book entry, such shares of Common Stock
from a brokerage account of the grantee to a brokerage account specified by the
Company. When payment of the exercise price is made by delivery of Common Stock,
the difference, if any, between the aggregate exercise price payable with
respect to the option being

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exercised and the Fair Market Value of the shares of Common Stock tendered in
payment (plus any applicable taxes) shall be paid in cash. No grantee may tender
shares of Common Stock having a Fair Market Value exceeding the aggregate
exercise price payable with respect to the option being exercised (plus any
applicable taxes).

            In the event a grantee elects to pay the exercise price payable with
respect to an option pursuant to clause (iv) above, (A) only a whole number of
Share(s) (and not fractional Shares) may be withheld in payment and (B) such
grantee must present evidence acceptable to the Company that he or she has owned
a number of shares of Common Stock at least equal to the number of Shares to be
withheld in payment of the exercise price (and that such owned shares of Common
Stock have not been subject to any substantial risk of forfeiture) for at least
six months prior to the date of exercise. When payment of the exercise price is
made by withholding of Shares, the difference, if any, between the aggregate
exercise price payable with respect to the option being exercised and the Fair
Market Value of the Shares withheld in payment (plus any applicable taxes) shall
be paid in cash. No grantee may authorize the withholding of Shares having a
Fair Market Value exceeding the aggregate exercise price payable with respect to
the option being exercised (plus any applicable taxes). Any withheld Shares
shall no longer be issuable under such option (except pursuant to any Reload
Option (as defined below) with respect to any such withheld Shares).

            (c) Terms of Options. The term during which each option may be
exercised shall be determined by the Committee, but if required by the Code and
except as otherwise provided herein, no option shall be exercisable in whole or
in part more than ten years from the date it is granted, and no Incentive Stock
Option granted to an employee who at the time of the grant owns more than 10% of
the total combined voting power of all classes of stock of the Company or any of
its Subsidiaries shall be exercisable more than five years from the date it is
granted. All rights to purchase Shares pursuant to an option shall, unless
sooner terminated, expire at the date designated by the Committee. The Committee
shall determine the date on which each option shall become exercisable and may
provide that an option shall become exercisable in installments. The Shares
constituting each installment may be purchased in whole or in part at any time
after such installment becomes exercisable, subject to such minimum exercise
requirements as may be designated by the Committee. Prior to the exercise of an
option and delivery of the Shares represented thereby, the optionee shall have
no rights as a stockholder with respect to any Shares covered by such
outstanding option (including any dividend or voting rights).

            (d) Limitations on Grants. If required by the Code, the aggregate
Fair Market Value (determined as of the grant date) of Shares for which an
Incentive Stock Option is exercisable for the first time during any calendar
year under all equity incentive plans of the Company and its Subsidiaries (as
defined in Section 422 of the Code or any successor thereto) may not exceed
$100,000.

            (e) Termination.

                  (i) Death or Disability. Except as otherwise determined by the
Committee, if a participant ceases to be a director, officer or employee of, or
to perform other

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services for, the Company and any Subsidiary due to death or Disability, all of
the participant's options and SARs that were exercisable on the date of such
cessation shall remain so for a period of 180 days from the date of such death
or Disability, but in no event after the expiration date of the options or SARs;
provided that the participant does not engage in Competition during such 180-day
period unless he or she received written consent to do so from the Board or the
Committee. Notwithstanding the foregoing, if the Disability giving rise to the
termination of employment is not within the meaning of Section 22(e)(3) of the
Code or any successor thereto, Incentive Stock Options not exercised by such
participant within 90 days after the date of termination of employment will
cease to qualify as Incentive Stock Options and will be treated as Non-qualified
Stock Options under the Plan if required to be so treated under the Code.

                  (ii) Retirement. Except as otherwise determined by the
Committee, if a participant ceases to be a director, officer or employee of, or
to perform other services for, the Company and any Subsidiary upon the
occurrence of his or her Retirement, (A) all of the participant's options and
SARs that were exercisable on the date of Retirement shall remain exercisable
for, and shall otherwise terminate at the end of, a period of 90 days after the
date of Retirement, but in no event after the expiration date of the options or
SARs; provided that the participant does not engage in Competition during such
90-day period unless he or she receives written consent to do so from the Board
or the Committee, and (B) all of the participant's options and SARs that were
not exercisable on the date of Retirement shall be forfeited immediately upon
such Retirement; provided, however, that such options and SARs may become fully
vested and exercisable in the discretion of the Committee. Notwithstanding the
foregoing, Incentive Stock Options not exercised by such participant within 90
days after Retirement will cease to qualify as Incentive Stock Options and will
be treated as Non-qualified Stock Options under the Plan if required to be so
treated under the Code.

                  (iii) Discharge for Cause. Except as otherwise determined by
the Committee, if a participant ceases to be a director, officer or employee of,
or to perform other services for, the Company or a Subsidiary due to Cause, or
if a participant does not become a director, officer or employee of, or does not
begin performing other services for, the Company or a Subsidiary for any reason,
all of the participant's options and SARs shall expire and be forfeited
immediately upon such cessation or non-commencement, whether or not then
exercisable.

                  (iv) Other Termination. Except as otherwise determined by the
Committee, if a participant ceases to be a director, officer or employee of, or
to otherwise perform services for, the Company or a Subsidiary for any reason
other than death, Disability, Retirement or Cause, (A) all of the participant's
options and SARs that were exercisable on the date of such cessation shall
remain exercisable for, and shall otherwise terminate at the end of, a period of
90 days after the date of such cessation, but in no event after the expiration
date of the options or SARs; provided that the participant does not engage in
Competition during such 90-day period unless he or she receives written consent
to do so from the Board or the Committee, and (B) all of the participant's
options and SARs that were not exercisable on the date of such cessation shall
be forfeited immediately upon such cessation.

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            (f) Grant of Reload Options. The Committee may provide (either at
the time of grant or exercise of an option), in its discretion, for the grant to
a grantee who exercises all or any portion of an option ("Exercised Options")
and who pays all or part of such exercise price with shares of Common Stock, of
an additional option (a "Reload Option") for a number of shares of Common Stock
equal to the sum (the "Reload Number") of the number of shares of Common Stock
tendered or withheld in payment of such exercise price for the Exercised Options
plus, if so provided by the Committee, the number of shares of Common Stock, if
any, tendered or withheld by the grantee or withheld by the Company in
connection with the exercise of the Exercised Options to satisfy any federal,
state or local tax withholding requirements. The terms of each Reload Option,
including the date of its expiration and the terms and conditions of its
exercisability and transferability, shall be the same as the terms of the
Exercised Option to which it relates, except that (i) the grant date for each
Reload Option shall be the date of exercise of the Exercised Option to which it
relates and (ii) the exercise price for each Reload Option shall be the Fair
Market Value of the Common Stock on the grant date of the Reload Option.

            (g) Options Exercisable for Restricted Stock. The Committee shall
have the discretion to grant options which are exercisable for Shares of
restricted stock. Should the participant cease to be a director, officer or
employee of, or to perform other services for, the Company or any Subsidiary
while holding such Shares of restricted stock, the Company shall have the right
to repurchase, at the exercise price paid per share, any or all of those Shares
of restricted stock. The terms upon which such repurchase right shall be
exercisable (including the period and procedure for exercise and the appropriate
vesting schedule for the purchased shares) shall be established by the Committee
and set forth in the document evidencing such repurchase right.

7. Stock Appreciation Rights.

      The Committee shall have the authority to grant SARs under this Plan,
either alone or to any optionee in tandem with options (either at the time of
grant of the related option or thereafter by amendment to an outstanding
option). SARs shall be subject to such terms and conditions as the Committee may
specify.

      No SAR may be exercised unless the Fair Market Value of a share of Common
Stock of the Company on the date of exercise exceeds the exercise price of the
SAR or, in the case of SARs granted in tandem with options, any options to which
the SARs correspond. Prior to the exercise of the SAR and delivery of the cash
and/or Shares represented thereby, the participant shall have no rights as a
stockholder with respect to Shares covered by such outstanding SAR (including
any dividend or voting rights).

      SARs granted in tandem with options shall be exercisable only when, to the
extent and on the conditions that any related option is exercisable. The
exercise of an option shall result in an immediate forfeiture of any related SAR
to the extent the option is exercised, and the exercise of an SAR shall cause an
immediate forfeiture of any related option to the extent the SAR is exercised.

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      Upon the exercise of an SAR, the participant shall be entitled to a
distribution in an amount equal to the difference between the Fair Market Value
of a share of Common Stock on the date of exercise and the exercise price of the
SAR or, in the case of SARs granted in tandem with options, any option to which
the SAR is related, multiplied by the number of Shares as to which the SAR is
exercised. The Committee shall decide whether such distribution shall be in
cash, in Shares having a Fair Market Value equal to such amount, in Other
Company Securities having a Fair Market Value equal to such amount or in a
combination thereof.

      All SARs will be exercised automatically on the last day prior to the
expiration date of the SAR or, in the case of SARs granted in tandem with
options, any related option, so long as the Fair Market Value of a share of
Common Stock on that date exceeds the exercise price of the SAR or any related
option, as applicable. An SAR granted in tandem with options shall expire at the
same time as any related option expires and shall be transferable only when, and
under the same conditions as, any related option is transferable.

8. Restricted Stock.

      The Committee may at any time and from time to time grant Shares of
restricted stock under the Plan to such participants and in such amounts as it
determines. Each grant of restricted stock shall specify the applicable
restrictions on such Shares, the duration of such restrictions (which shall be
at least six months except as otherwise determined by the Committee or provided
in the third paragraph of this Section 8), and the time or times at which such
restrictions shall lapse with respect to all or a specified number of Shares
that are part of the grant.

      The participant will be required to pay the Company the aggregate par
value of any Shares of restricted stock (or such larger amount as the Board may
determine to constitute capital under Section 154 of the Delaware General
Corporation Law, as amended, or any successor thereto) within ten days of the
date of grant, unless such Shares of restricted stock are treasury shares.
Unless otherwise determined by the Committee, certificates representing Shares
of restricted stock granted under the Plan will be held in escrow by the Company
on the participant's behalf during any period of restriction thereon and will
bear an appropriate legend specifying the applicable restrictions thereon, and
the participant will be required to execute a blank stock power therefor. Except
as otherwise provided by the Committee, during such period of restriction the
participant shall have all of the rights of a holder of Common Stock, including
but not limited to the rights to receive dividends and to vote, and any stock or
other securities received as a distribution with respect to such participant's
restricted stock shall be subject to the same restrictions as then in effect for
the restricted stock.

      At such time as a participant ceases to be a director, officer, or
employee of, or to otherwise perform services for, the Company and its
Subsidiaries due to death, Disability or Retirement during any period of
restriction, all restrictions on Shares granted to such participant shall lapse.
At such time as a participant ceases to be, or in the event a participant does
not become, a director, officer or employee of, or otherwise performing services
for, the Company or its Subsidiaries for any other reason, all Shares of
restricted stock granted to such participant on which the restrictions have not
lapsed shall be immediately forfeited to the Company.

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<PAGE>

9. Deferred Shares.

      The Committee is authorized to grant deferred Shares to participants,
which are rights to receive Shares, cash, or a combination thereof at the end of
a specified deferral period, subject to terms and conditions as the Committee
may specify.

      Satisfaction of an award of deferred Shares shall occur upon expiration of
the deferral period specified for such deferred Shares by the Committee (or, if
permitted by the Committee, as elected by the participant). In addition,
deferred Shares shall be subject to such restrictions (which may include a risk
of forfeiture) as the Committee may impose, if any, which restrictions may lapse
at the expiration of the deferral period or at earlier specified times
(including based on achievement of performance goals and/or future service
requirements), separately or in combination, in installments or otherwise, as
the Committee may determine. Deferred Share awards may be satisfied by delivery
of Stock, cash equal to the Fair Market Value of the specified number of Shares
covered by the deferred Share award, or a combination thereof, as determined by
the Committee at the date of grant or thereafter. Prior to satisfaction of an
award of deferred Shares, an award of deferred shares a carries no voting or
dividend or other rights associated with share ownership.

      Except as otherwise determined by the Committee, if a participant ceases
to be a director, officer or employee of, or to perform other services for, the
Company or any Subsidiary during the applicable deferral period thereof to which
forfeiture conditions apply (as provided in the award agreement evidencing the
deferred Shares), the participant's deferred Shares that are at that time
subject to deferral (other than a deferral at the election of the participant)
shall be forfeited; provided that the Committee may provide, by rule or
regulation or in any award agreement, or may determine in any individual case,
that restrictions or forfeiture conditions relating to deferred Shares shall be
waived in whole or in part in the event of terminations resulting from specified
causes, and the Committee may in other cases waive in whole or in part the
forfeiture of deferred Shares.

10. Dividend Equivalents.

      The Committee is authorized to grant dividend equivalents to a participant
entitling the participant to receive cash, Shares, other awards, or other
property equal in value to dividends paid with respect to a specified number of
shares of Common Stock of the Company, or other periodic payments. Dividend
equivalents may be awarded on a free-standing basis or in connection with
another award. The Committee may provide that dividend equivalents shall be paid
or distributed when accrued or shall be deemed to have been reinvested in
additional shares of Common Stock of the Company, awards, or other investment
vehicles, and subject to such restrictions on transferability and risks of
forfeiture, as the Committee may specify.

11. Other Stock-Based Awards.

      The Committee is authorized, subject to limitations under applicable law,
to grant to participants such other awards that may be denominated or payable
in, valued in whole or in part by reference to, or otherwise based on, or
related to, shares of Common Stock of the Company,

                                       12

<PAGE>

as deemed by the Committee to be consistent with the purposes of the Plan,
including, without limitation, convertible or exchangeable debt securities,
other rights convertible or exchangeable into Shares, purchase rights for
Shares, awards with value and payment contingent upon performance of the Company
or any other factors designated by the Committee, and awards valued by reference
to the book value of Shares or the value of securities of or the performance of
specified Subsidiaries. The Committee shall determine the terms and conditions
of such awards. Shares delivered pursuant to an award in the nature of a
purchase right granted under this Section 11 shall be purchased for such
consideration (including without limitation loans from the Company or a
Subsidiary to the extent permissible under the Sarbanes Oxley Act of 2002 and
other applicable law), paid for at such times, by such methods, and in such
forms, including, without limitation, cash, Shares, other awards or other
property, as the Committee shall determine. Cash awards, as an element of or
supplement to any other award under the Plan, may also be granted pursuant to
this Section 11.

12. Performance Awards.

      The Committee is authorized to make Performance Awards payable in cash,
Shares, or other awards, on terms and conditions established by the Committee,
subject to the provisions of this Section 12.

      The performance goals for such Performance Awards shall consist of one or
more business criteria and a targeted level or levels of performance with
respect to each of such criteria, or such other personal or business goals and
objectives, as the Committee shall determine. The Committee may determine that
such Performance Awards shall be granted, exercised and/or settled upon
achievement of any one performance goal or that two or more of the performance
goals must be achieved as a condition to grant, exercise and/or settlement of
such Performance Awards. Performance goals may differ for Performance Awards
granted to any one participant or to different participants.

      Achievement of performance goals in respect of such Performance Awards
shall be measured over any performance period determined by the Committee.
During the performance period, the Committee shall have the authority to adjust
the performance goals and objectives for such performance period for such
reasons as it deems equitable.

      The Committee may establish a Performance Award pool, which shall be an
unfunded pool, for purposes of measuring Company performance in connection with
Performance Awards. The amount of such Performance Award pool shall be based
upon the achievement of a performance goal or goals during the given performance
period, as specified by the Committee. The Committee may specify the amount of
the Performance Award pool as a percentage of any of such business criteria, a
percentage thereof in excess of a threshold amount, or as another amount which
need not bear a strictly mathematical relationship to such business criteria.

      Settlement of Performance Awards shall be in cash, Shares, other awards or
other property, in the discretion of the Committee. The Committee may, in its
discretion, reduce the amount of a settlement otherwise to be made in connection
with such Performance Awards. The Committee shall specify the circumstances in
which such Performance Awards shall be paid or

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<PAGE>

forfeited in the event of termination of the participant's employment or service
prior to the end of a performance period or settlement of Performance Awards.

13. Change in Control.

      Unless otherwise determined by the Committee, if there is a Change in
Control of the Company and a participant's employment or service as a director,
officer, or employee of the Company or a Subsidiary, is terminated (1) by the
Company without Cause, (2) by reason of the participant's death, Disability, or
Retirement, or (3) by the participant for Good Reason, within twelve months
after such Change in Control:

      (i) any award carrying a right to exercise that was not previously vested
and exercisable as of the time of the Change in Control, shall become
immediately vested and exercisable, and shall remain so for up to 180 days after
the date of termination (but in no event after the expiration date of the
award), subject to applicable restrictions;

      (ii) any restrictions, deferral of settlement, and forfeiture conditions
applicable to any other award granted under the Plan shall lapse and such awards
shall be deemed fully vested as of the time of the Change in Control, except to
the extent of any waiver by the participant, and subject to applicable
restrictions; and

      (iii) with respect to any outstanding Performance Award, the Committee
may, within its discretion, deem the performance goals and other conditions
relating to the Performance Award as having been met as of the date of the
Change in Control.

      Notwithstanding the foregoing, or any other provision of this Plan to the
contrary, in connection with any transaction of the type specified by clause
(iii) of the definition of a Change in Control in Section 2(c), the Committee
may, in its discretion, (i) cancel any or all outstanding options under the Plan
in consideration for payment to the holders thereof of an amount equal to the
portion of the consideration that would have been payable to such holders
pursuant to such transaction if their options had been fully exercised
immediately prior to such transaction, less the aggregate exercise price that
would have been payable therefor, or (ii) if the amount that would have been
payable to the option holders pursuant to such transaction if their options had
been fully exercised immediately prior thereto would be equal to or less than
the aggregate exercise price that would have been payable therefor, cancel any
or all such options for no consideration or payment of any kind. Payment of any
amount payable pursuant to the preceding sentence may be made in cash or, in the
event that the consideration to be received in such transaction includes
securities or other property, in cash and/or securities or other property in the
Committee's discretion.

14. Withholding Taxes.

            (a) Participant Election. Unless otherwise determined by the
Committee, a participant may elect to deliver shares of Common Stock (or have
the Company withhold shares acquired upon exercise of an option or SAR or
deliverable upon grant or vesting of restricted stock, as the case may be) to
satisfy, in whole or in part, the amount the Company is required to

                                       14

<PAGE>

withhold for taxes in connection with the exercise of an option or SAR or the
delivery of restricted stock upon grant or vesting, as the case may be. Such
election must be made on or before the date the amount of tax to be withheld is
determined. Once made, the election shall be irrevocable. The fair market value
of the shares to be withheld or delivered will be the Fair Market Value as of
the date the amount of tax to be withheld is determined. In the event a
participant elects to deliver or have the Company withhold shares of Common
Stock pursuant to this Section 10(a), such delivery or withholding must be made
subject to the conditions and pursuant to the procedures set forth in Section
6(b) with respect to the delivery or withholding of Common Stock in payment of
the exercise price of options.

            (b) Company Requirement. The Company may require, as a condition to
any grant or exercise under the Plan or to the delivery of certificates for
Shares issued hereunder, that the grantee make provision for the payment to the
Company, either pursuant to Section 14(a) or this Section 14(b), of federal,
state or local taxes of any kind required by law to be withheld with respect to
any grant or delivery of Shares. The Company, to the extent permitted or
required by law, shall have the right to deduct from any payment of any kind
(including salary or bonus) otherwise due to a grantee, an amount equal to any
federal, state or local taxes of any kind required by law to be withheld with
respect to any grant or delivery of Shares under the Plan.

15. Written Agreement; Vesting.

      Each employee to whom a grant is made under the Plan shall enter into a
written agreement with the Company that shall contain such provisions, including
without limitation vesting requirements, consistent with the provisions of the
Plan, as may be approved by the Committee. Unless the Committee determines
otherwise and except as otherwise provided in Sections 6, 7, and 8 in connection
with a Change of Control or certain occurrences of termination, no grant under
this Plan may be exercised, and no restrictions relating thereto may lapse,
within six months of the date such grant is made.

16. Transferability.

      Unless the Committee determines otherwise, no option, SAR, performance
award or restricted stock granted under the Plan shall be transferable by a
participant other than by will or the laws of descent and distribution or to a
participant's Family Member by gift or a qualified domestic relations order as
defined by the Code. Unless the Committee determines otherwise, an option, SAR
or performance award may be exercised only by the optionee or grantee thereof;
by his or her Family Member if such person has acquired the option, SAR or
performance award by gift or qualified domestic relations order; by the executor
or administrator of the estate of any of the foregoing or any person to whom the
Option is transferred by will or the laws of descent and distribution; or by the
guardian or legal representative of any of the foregoing; provided that
Incentive Stock Options may be exercised by any Family Member, guardian or legal
representative only if permitted by the Code and any regulations thereunder. All
provisions of this Plan shall in any event continue to apply to any option, SAR,
performance award or restricted stock granted under the Plan and transferred as
permitted by this Section 16, and any transferee of any such option, SAR,
performance award or restricted stock shall be bound by all provisions of this
Plan as and to the same extent as the applicable original grantee.

                                       15

<PAGE>

17. Listing, Registration and Qualification.

      If the Committee determines that the listing, registration or
qualification upon any securities exchange or under any law of Shares subject to
any option, SAR, performance award or restricted stock grant is necessary or
desirable as a condition of, or in connection with, the granting of same or the
issue or purchase of Shares thereunder, no such option or SAR may be exercised
in whole or in part, no such performance award may be paid out, and no Shares
may be issued, unless such listing, registration or qualification is effected
free of any conditions not acceptable to the Committee.

18. Transfers Between Company and Subsidiaries.

      The transfer of an employee, consultant or independent contractor from the
Company to a Subsidiary, from a Subsidiary to the Company, or from one
Subsidiary to another shall not be considered a termination of employment or
services; nor shall it be considered a termination of employment if an employee
is placed on military or sick leave or such other leave of absence which is
considered by the Committee as continuing intact the employment relationship.

19. Adjustments.

      In the event of a reorganization, recapitalization, stock split, stock
dividend, combination of shares, merger, consolidation, distribution of assets,
or any other change in the corporate structure or shares of the Company, the
Committee shall make such adjustment as it deems appropriate in the number and
kind of Shares or other property available for issuance under the Plan
(including, without limitation, the total number of Shares available for
issuance under the Plan pursuant to Section 4), in the number and kind of
options, SARs, Shares or other property covered by grants previously made under
the Plan, and in the exercise price of outstanding options and SARs. Any such
adjustment shall be final, conclusive and binding for all purposes of the Plan.
In the event of any merger, consolidation or other reorganization in which the
Company is not the surviving or continuing corporation or in which a Change in
Control is to occur, all of the Company's obligations regarding options, SARs,
performance awards, and restricted stock that were granted hereunder and that
are outstanding on the date of such event shall, on such terms as may be
approved by the Committee prior to such event, be assumed by the surviving or
continuing corporation or canceled in exchange for property (including cash).

20. Amendment and Termination of the Plan.

      The Board of Directors or the Committee, without approval of the
stockholders, may amend or terminate the Plan, except that no amendment shall
become effective without prior approval of the stockholders of the Company if
stockholder approval would be required by applicable law or regulations,
including if required for continued compliance with the performance-based
compensation exception of Section 162(m) of the Code or any successor thereto,
under the provisions of Section 422 of the Code or any successor thereto, or by
any listing requirement of the principal stock exchange on which the Common
Stock is then listed.

                                       16

<PAGE>

21. Amendment or Substitution of Awards under the Plan.

      The terms of any outstanding award under the Plan may be amended from time
to time by the Committee in its discretion in any manner that it deems
appropriate (including, but not limited to, any reduction in the exercise price
of any options or SARs awarded under the Plan or any acceleration of the date of
exercise of any award and/or payments thereunder or of the date of lapse of
restrictions on Shares); provided that, except as otherwise provided in Section
16, no such amendment shall adversely affect in a material manner any right of a
participant under the award without his or her written consent. The Committee
may, in its discretion, permit holders of awards under the Plan to surrender
outstanding awards in order to exercise or realize rights under other awards, or
in exchange for the grant of new awards, or require holders of awards to
surrender outstanding awards as a condition precedent to the grant of new awards
under the Plan.

22. Commencement Date; Termination Date.

      The date of commencement of the Plan shall be the date of the closing of
the Company's initial public offering of its Common Stock. If required by the
Code, the Plan will also be subject to reapproval by the shareholders of the
Company prior to the fifth anniversary of such commencement date.

      Unless previously terminated upon the adoption of a resolution of the
Board terminating the Plan, the Plan shall terminate at the close of business on
the tenth anniversary of the date of commencement. No termination of the Plan
shall materially and adversely affect any of the rights or obligations of any
person, without his or her written consent, under any grant of options or other
incentives theretofore granted under the Plan.

23. Severability.

      Whenever possible, each provision of the Plan shall be interpreted in such
manner as to be effective and valid under applicable law, but if any provision
of the Plan is held to be prohibited by or invalid under applicable law, such
provision shall be ineffective only to the extent of such prohibition or
invalidity, without invalidating the remainder of the Plan.

24. Governing Law.

      The Plan shall be governed by the corporate laws of the State of Delaware,
without giving effect to any choice of law provisions that might otherwise refer
construction or interpretation of the Plan to the substantive law of another
jurisdiction.

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